UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: April 30, 20192021
¨☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______________ to ______________
	Commission file number: 333-213744

No. 9, Alley 7, Section 4, Renai Road Daan District, Taipai, Taiwan				Zip Code)
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: 852-5238-9111 

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

N/A

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ¨ ☐     No x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ¨ ☐     No x☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes x ☒     No ¨☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x ☒      No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨☐	Accelerated filer	¨☐
Non-accelerated filer	¨☒	Smaller reporting company	x☒
		Emerging Growth Company	x☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x ☐     No ¨☒

The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2018,2020, was $10,360,000$4,662,008 based on a $0.20$1.08 average bid and asked price of such common equity, as of the last business day of the registrant'sregistrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

111,800,00018,941,316 shares of common stock as of August 7, 2019September 10, 2021

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS		4
ITEM 1A.	RISK FACTORS		911
ITEM 1B.	UNRESOLVED STAFF COMMENTS		915
ITEM 2.	PROPERTIES		915
ITEM 3.	LEGAL PROCEEDINGS		915
ITEM 4.	MINE SAFETY DISCLOSURES		915
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		1016
ITEM 6.	SELECTED FINANCIAL DATA		1017
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		1117
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		1421
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		1523
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		2335
ITEM 9A.	CONTROLS AND PROCEDURES		2335
ITEM 9B.	OTHER INFORMATION		2436
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		2537
ITEM 11.	EXECUTIVE COMPENSATION		2839
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		2940
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		3041
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		3041
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		3142
ITEM 16.	FORM 10-K SUMMARY		3142
SIGNATURES			43	32

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FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms “we,” “us,” “our” and "our company"“our company” mean GPO Plus, Inc. (formerly Global House Holdings Ltd.), unless otherwise indicated.

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PART I

PART IITEM 1. BUSINESS

ITEM 1. BUSINESSGeneral Overview

General OverviewHistory

We were incorporatedGPO Plus, Inc. (the “Company”) is a corporation originally established under the name of Koldeck, Inc. under the corporation laws ofin the State of Nevada on March 29, 2016. WeThe Company’s activities are engaged insubject to significant risks and uncertainties including failure to secure additional funding to properly execute the Company’s business of content writing and editing services.plan.

On October 26 2017, our Board of Directors approved a forward stock split of our issued and authorized shares of common stock onApril 2, 2018, the basis of 20 new shares for one (1) old share, increasing of our authorized capital from 75,000,000 shares of common stock to 1,500,000,000 shares of common stock. Correspondingly, our issued and outstanding capital increased from 5,590,000 shares of common stock to 111,800,000 shares of common stock. The $0.001 par value of our common shares remained unchanged. The forward stock split was payable upon surrender and no fractional shares were issued. Fractional shares were rounded up.

Also on October 26, 2017, our board of directorsCompany approved an agreement and plan of merger for the purposes of changing our corporate name from Koldeck Inc. to Global House Holdings Ltd. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary Global House Holdings Ltd., a Nevada corporation. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd. The name change, as well as a 20:1 forward stock split, was approved by FINRA and effective April 3, 2018.

On June 19, 2020, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc. The name change, as well as a 12:1 reverse stock split, was approved by FINRA and effective August 20, 2020. All share amounts in this Report reflect the reverse stock split. 

We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors.

Effective May 5, 2020, Brett H. Pojunis acquired 5,000,000 (post-split) of the issued and outstanding common shares of the Company from Jian Han Chen. As a result of the transaction, Mr. Pojunis had voting and dispositive control over 53.67% of our outstanding voting securities. The shares were acquired in a private transaction using Mr. Pojunis’ personal funds. Mr. Pojunis’s ownership has since been diluted to 29.04%, and Mr. Chen no longer holds any equity interest in our Company.

Concurrently with the above-described change in control, Mr. Chen resigned as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and director of the Company, and Chun Hao Chen resigned as the Secretary of the Company. Having consented to act as sole officer and director of the Company, Mr. Pojunis was appointed to fill the ensuing vacancies.

On June 11, 2020, our board of directors approved a reverse stock split of our issued and authorized shares of common stock on the basis of twelve (12) old shares for one (1) new share. Also, on June 11, 2020, our board of directors approved an agreement and plan of merger for the purposes of changing our corporate name from Global House Holdings Ltd. to GPO Plus, Inc.

The resolutions1 for 12 reverse split, merger, name and symbol change became effective at the open of our Board of Directors approving the above described forward stock split and name change were subject to the prior approval of the Financial Industry Regulatory Authority (FINRA). On January 31, 2018, in anticipation of FINRA approval, we filed a Certificate of Change and Articles of Merger with the Nevada Secretary of State to give effect to the forward stock split and name change. The name change and forward stock split were subsequently approved by FINRAbusiness on March 29, 2018 with a market effective date of April 3, 2018.August 20, 2020. As a result of the reverse stock split, our authorized capital decreased from 1,500,000,000 shares of common stock to 125,000,000 shares of common stock. Correspondingly, our issued and outstanding capital decreased from 111,800,000 shares of common stock to 9,316,664 shares of common stock. The $0.001 par value of our common shares remains unchanged. The reverse split is payable upon surrender and no fractional shares were issued. Fractional shares were be rounded up. Pursuant to the agreement and plan of merger, our Company merged with our wholly-owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remains the surviving company of the merger, continuing under the name GPO Plus, Inc.

As a result of the corporate actions, effective April 3, 2018, we adoptedAugust 20, 2020, the new tradingCUSIP identifier for our common shares became 38402T100 and our ticker symbol changed to GHHHD. After 20 business days, theour symbol changed to GHHH. Our new CUSIP numberGPOX.

On July 31, 2020 we announced the launch of cbdGPO, www.cbdGPO.com, a group purchasing organization (GPO) for the CBD and hemp industry, and the establishment of a sales office for cbdGPO in Hernando Beach, Florida. The announcement was made in connection with the abandonment of our former business, and our plan to establish and operate GPOs to services a variety of industries. A GPO is 37891G108.an entity that is created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors based on the collective buying power of the GPO members. Through cbdGPO, we will seek to make the process of ordering premium CBD products fast, simple, reliable, and affordable. cbdGPO and GPO Plus, Inc. are brokers and do not take possession of CBD products.

On August 19, 2020, we entered into a Designated Territory Distribution Agreement with SafeHandles LLC (“SafeHandles”). SafeHandles is a California based creator and supplier of certain products known as SafeHandles®, which include antimicrobial sleeves, Ster-Roll™ Tape, ADA adhesive products, and other related accessories. Pursuant to the agreement, SafeHandles has appointed the Company as the exclusive distributor of its product in the states of Nevada, Colorado, Texas, Florida, Mississippi, and for the gaming industry. The Company will also hold non-exclusive distribution rights outside the territory. The initial term of the agreement began on July 30, 2020 and will continue through December 31, 2025, subject to fulfillment of sales targets. If the Company is not in breach of the agreement at the end of the initial term (December 31, 2025) and the agreement has not been otherwise terminated, SafeHandles may extend the agreement for an additional five (5) year term in its discretion.

On May 21, 2021, the Company authorized the sale and issuance of up to 19,625,000 Shares of its common stock and 175,000 Series A Non-Voting Redeemable preferred stock. Additionally, the initiated a Reg D 506c offering for the sale of up to $5,000,000 million dollars of its shares with warrants referred to as Units, ("Units") each unit costs $1,500.00 and consists of one thousand (1,000) shares of common stock at $1.50 a share and one thousand (1,000) bonus Warrants to purchase an additional share of common stock for $2.00 each Warrant. As of September 10, 2021, the Company sold 18,941,316 shares of common stock, 203,750 Series A Non-Voting Redeemable preferred stock and issued an aggregate of 448,000 of such warrants.

On June 16, 2021, (the Company entered into a Securities Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000 (the “Note”), convertible at $1.00 per share. Additionally, the Company issued to the investor 280,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share (the “Warrant”). Pursuant to the Note, the Company promises to pay the principal sum of the Note to the noteholder on the date that is the nine-month anniversary of the original issue date, or such earlier date as the Note is required or permitted to be repaid as provided thereunder, and to pay interest to the noteholder on the aggregate unconverted and then outstanding principal amount of the Note in accordance with the provisions thereof. Interest shall accrue on the aggregate unconverted and then outstanding principal amount of the Note at the rate of 9% per annum, calculated based on a 360-day year and shall accrue daily commencing on the original issue date until payment in full of the outstanding principal (or conversion to the extent applicable), together with all accrued and unpaid interest, liquidated damages and other amounts which may become due thereunder, has been made.

On September 8, 2021, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company issued a $168,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $150,000 (the “Note”), convertible at $1.00 per share. Additionally, the Company issued to the investor 168,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share (the “Warrant”).  The Note matures nine months from the issuance date and accrues interest at 9%.

Our business and corporate headquarters address is No. 9, Alley 27, Section 4, Renai3571 E. Sunset Road, Daan District, Tapei, TaiwanSuite 300, Las Vegas, NV 89120 and our telephone number is +852 5238 9111. We do not have a702.840.1020. Our corporate website.website is gpoplus.com and our section for shareholder is gpoplus.com/ir.

We do not have any subsidiaries.subsidiaries as of the date of this Annual Report.

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.Our Current Business

As used in this report, “we,” “our,” “us” and similar pronouns refer to GPO Plus, Inc. and our operating divisions, unless the context requires otherwise. We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors.

GPO Plus identifies underserved markets, segments and industries where there is little to no competition and develops specific GPOs around them. In addition, unlike major GPOs, GPO Plus has low MOQ’s (minimum order quantities) which enable small and mid-sized companies to participate with larger corporations. We communicate with our members to determine their needs to ensure GPO Plus provides relevant products and services, sustainable low prices and cost structures, increased efficiencies, and attentive customer service.

Our Current BusinessGPO Plus develops industry specific GPOs that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.

Our main business activity is content writing and editing services. We plan to deliver our services to both individuals and companies, as well as to printed or digital newspapers and magazines. Our main objective is to provide our customers with a quality service of text composing and editing of written materials. As additional services we may offer help with illustrating and designing book covers, as we plan to hire professional designers if business turns out profitable. We plan to write the texts based on data provided by our customers by mail, by phone or directly in person during the interviews. We also plan to deliver services on writing creative texts such as pieces of fiction, poetry, blog posts, and articles for magazines or newspapers. We also plan to deliver texts not related to fiction such as business proposals, presentations, bids, customer offers and letters. We also plan to offer editing and rewriting services. We also plan to carry out the jobs of editing or rewriting texts to make them more appealing to the final reader, as well as to make them look professionally-written. As business grows, we may change our services to the needs of the markets or to the needs of the company or to meet the requirements of our customers.

Principal Products or Services and their Markets

We plan to deliver single pieces of texts or consecutive series of them,Our main business segments are HealthGPO, a Group Purchasing Organization for the Healthcare industry, and cbdGPO, a Group Purchasing Organization for the hemp industry. In addition, GPOPlus offers professional services through GPOPRO Services.

HealthGPO

HealthGPO is a Group Purchasing Organization (GPO) for healthcare related products and services for the emerging alternative market. Our target members are in and around the healthcare industry that include hospitals, medical practice groups, laboratories, and professional physicians as well as texts in large volumesentities not directly related to healthcare such as books.general businesses and governmental agencies. We hope it may turn economically beneficial for the newspapers or magazines from where we expectintend to get multiple orders. At the initial stages we may promotesave our servicesmembers money by writing guest posts on different web blogs or blogs of Internet magazines.aggregating purchases, negotiating with vendors, and sharing discounts. We might expect moreaim to save our members time and alleviate headaches by streamlining orders from them and start delivering articles. We also planoffering integrated solutions leading to sell services by packages.considerable supply chain efficiencies.

Packages may include: composing texts, searching data to compose the text, proofreading and editing of the ready texts. The price for the package will be determined by the average market price for the similar services adding the price of editing, proofreading or amount of data per article to search. To meet the maximum of our customers’ needs we expect the prices of every package to be negotiable and based on the specification of a certain project. For additional fees we also intend to provide services on promoting our customers’ books on Amazon, iBooks and similar services.What We Do

We expect to receive orders online from our future website as our customers may reside in any remote location. As such, we intend to target the broad international public. We plan to use chatbots on the website to collect the orders from clients for our managers. If data in the order is insufficient the customers may be contacted via email or directly by phone. Managers sort out the orders and hand them to the writers. We can expect to hire freelancers to work for us at a certain stage of development or whenever there is a need for additional workforce. We can expect those freelancers to interview our customers in order to write the texts corresponding to the customer’s needs.

Our principal services may be split into the following groups:

Creative writing - assistance in writing complete books, manuscripts, biographies, stage plays or screenplays, plots, or outlines for the works mentioned;

Business writing - assistance in writing bids, proposals, letters, presentations, research papers;

Editing - editing and formatting services, completing or rewriting the texts of non-professional writers;

Publishing - finding a publisher, designing a book cover or illustrations.

Once the customer chooses their package they agree upon the schedule of receiving and reviewing the work in progress.

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Competition and Competitive Strategy

There are many content writing and editing service companies in the market. It is a very competitive market.

We expect to compete as a freelance content writing and editing services company in the Creative Writing, Business Writing, Editing, and Publishing markets.

Currently, our competitive position within the industry is negligible in light of the fact that we are a start-up company.

However, we plan on being competitive with the following attributes:Aggregate, Negotiate + Share

Businesses haveHealthGPO leverages the aggregated purchasing power of our members. They use collective buying power to stay ahead of their competitorsobtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by advertising and marketing their products. They have to come up with novel ad campaigns and catchy marketing slogans. This requires innovation and an ability to produce great marketing collateral time and again to attract consumers and remain competitive in the market.also improving supply chain efficiencies.

Our goal is to efficiently market products/servicesProducts and thereby increase our business and value.Services

In orderHealthGPO works with companies that have well priced high-quality products and services with advantageous terms. Our primary offerings are volume supply acquisitions, access to stay competitivequality personal protective equipment (PPE), essential necessities and medical equipment from non-traditional, yet fully accredited suppliers. Additionally, we also planidentify “best of breed” products that have a unique value proposition and become distributors with some form of exclusivity and/or favorable terms. HealthGPO is developing a b2b healthcare portal to offer a lot more writing services such as:medical products to everyday business. Technology will continue to play an important role in exceeding our stated goals.

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HealthGPO also addresses the needs of individual consumers who want access to products at a good price that are typically only available to healthcare professionals. We intend on developing a b2c (business to consumer) portal to sell healthcare and wellness products directly to consumers.

On August 19, 2020, we entered into a Designated Territory Distribution Agreement with SafeHandles LLC (“SafeHandles”). Pursuant to that agreement, we have acquired the right to distribute the SafeHandles® line of anti-microbial products, which include antimicrobial sleeves, Ster-Roll™ Tape, ADA adhesive products, and other related accessories.

SafeHandles^TM are shrunk to fit, adhesive antimicrobial film covers that are designed to fit over common touch-points, such as door handles, push plates and hand railings. SafeHandles film contains a slow-release, silver-based pesticide that is registered and approved by the EPA to inhibit the growth of certain microbes, including damaging bacteria, mold, mildew, and fungi. SafeHandles films are fundamentally cleaner and more durable than untreated handles, so they are ideal for use in high-traffic environments where cleanliness is critical, where users need to eliminate filthy handles. SafeHandles is a proven technology that is trusted for high-traffic areas found in schools and businesses across the United States to supplement their standard hygiene procedures.

Approved Suppliers

Our suppliers are critical to our goal of delivering products and services that meet our Members’ ever-evolving needs. By securing access to a robust and dynamic portfolio of products, and maintaining the highest standards of customer care and service, HealthGPO will offer differentiated, high-quality group purchasing and consulting services to help our members lower costs.

HealthGPO’s Business Model

HealthGPO is committed to becoming an alternative option for all the needs of today’s healthcare industry. As demand increases for medical products, HealthGPO is responding by offering discounts (usually substantial discounts) on quality products with small minimum order quantities (“MOQ’s”). Our business presents to the marketplace an increasing number of offerings across the broad spectrum of medical supplies, including emerging medical and preventative products that have unique value propositions.

Membership

HealthGPO is developing for the future a tiered, fee-based membership structure for our prospective members. Members will be entitled to receive priority services and benefits according to their membership tier. We expect to finalize and implement our planned membership structure during 2021. Fees and benefits will be assessed and adjusted on an ongoing basis to optimize our supply chain and meet the needs of our members. Participation in HealthGPO will be on a trial basis until our membership structure is finalized.

Problems

Current domestic market conditions illustrate how medical supplies have become increasingly more expensive. Product quality ranges drastically due to relaxed regulatory standards, and suppliers that require high MOQs, which force businesses to make sizable investments in product purchases. Front-line management face overpowering competition, leaving established organizations to dominate the marketplace and dictate the pricing. These businesses must also compete with the government.

Crisis also breeds opportunity which, unfortunately, is not always honorable or altruistic. There are those who have ulterior motives, driven more by profit than service or quality. Businesses who are unfamiliar with the struggles this sector may face challenges in being able to easily evaluate products and services among the widely divergent choices available. HealthGPO seeks to make this process easier by identifying viable options for our members and, we hope, adding protections against these challenges.

Solutions

Through innovative strategies, technology, and key relationships within the healthcare industry, HealthGPO utilizes the power of Group Purchasing for the exclusive benefit of our members. HealthGPO brings new solutions to businesses and established healthcare companies seeking alternatives to enter into or expand in the industry. HealthGPO provides new sources of discounted, non-traditional, yet fully approved and vetted materials as required, products that have a unique value proposition, and a wide range of business consulting services for new and existing businesses.

This will also include focused concentration on supply chain optimization. Our members will be able to get the products and services they need, when they need them and at a price they can afford.

Opportunity

An alternative market has been emerging due to the increased mandated compliance with public health standards and procedures in response to the global pandemic. Government workers, non-healthcare commercial buildings, and general businesses now have a need for medical and protective equipment as well as having to perform continuous disinfecting procedures. Certain businesses are providing customers common PPE items such as hand sanitizers, protective masks, and gloves.

HealthGPO’s potential market is vast. In addition to traditional healthcare companies, there is also the new emerging market which includes, but is not limited to, convenience stores, hotels, strip mall stores, restaurants, etc. The different businesses in this emerging alternative market have a need for additional services, medical equipment, and PPE products. Previously, existing GPOs wouldn’t consider servicing these kinds of businesses and presumably couldn’t facilitate the new demand. In certain cases, healthcare GPOs’ internal governance prohibits them from working with companies that are not in the healthcare industry.

Many companies have been affected by reduced cash-flow and now face additional costs and challenges to stay in business and also be compliant. To meet the needs of our members, HealthGPO makes purchasing necessary products and essential supplies easy and affordable. Furthermore, due to the relationships with its vendors, HealthGPO has unique access to “in demand” products that other organizations may not have, and cannot get, access to.

cbdGPO

cbdGPO will employ an operating structure and strategy similar to HealthGPO to provide an alternative procurement option to the hemp industry. As demand for hemp products continues to increase and cbdGPO will aim to offer quality proven products at discounted rates without having to place substantial orders. To that end, they plan to offer a wide range of products and services to meet the needs of their members.

GPO Plus created the first hemp/CBD Group Purchasing Organization in order to extend large volume pricing of hemp products and raw materials to small quantity buyers, allowing them to get the highest quality products at bulk pricing discounts without minimum order quantities.

cbdGPO is a membership-based buying group to help hemp companies including wholesalers, manufacturers, distributors and labs realize savings and efficiencies by aggregating purchasing volume and using that leverage to negotiate discounts with manufacturers, distributors, and other vendors. We foresee that cbdGPO will allow wholesalers and other hemp companies to obtain the best quality consistent products at the best value.

Membership

cbdGPO is developing a tiered, fee-based membership structure for its prospective members. Members will be entitled to receive priority services and benefits according to their membership tier. We expect to finalize and implement our planned membership structure during 2021. Fees and benefits will be assessed and adjusted on an ongoing basis to optimize the supply chain and meet the needs of its members. Participation in cbdGPO will be on a trial basis until the membership structure is finalized.

Following the Federal legalization of hemp products in the United States, there is an overwhelming demand for high quality hemp products for both consumers as well as businesses looking to break into this lucrative industry. cbdGPO intends to ensure that its suppliers deliver safe, cost-effective hemp products to its members.

Purchasing Strategy and Request for Proposal Process

cbdGPO’s purpose is to help future members to realize savings and efficiencies by aggregating purchasing volume and using that leverage to negotiate discounts with manufacturers, distributors, and other vendors. We seek to offer members the best products at the best value with approved suppliers.

Approved Suppliers

cbdGPO suppliers will manufacture and produce raw materials (isolate and distillate) and/or white label and private label hemp products. They only partner with licensed hemp suppliers, preferred vendors, manufacturers, and/or agents of cbdGPO.

All suppliers have been and will continue to be thoroughly vetted by cbdGPO. Vetting procedure may include, without limitation, site inspection(s), independent testing, and corporate background checks. Suppliers must be compliant with all applicable federal and state regulations. Approved suppliers must produce a complete chain of product custody (including all Certificates of Authenticity (“COA”) from the Drug Enforcement Administration (“DEA”) approved labs) and confirm all manufacturing of products are conducted in Food and Drug Administration (“FDA”) inspected and approved facilities.

GPOPRO Services

In addition to addressing industry specific purchasing needs, GPOPlus plans to offer professional services through GPOPRO Services to its members. Planned services include:

Competition and Competitive Strategy

Competition

The group purchasing marketplace remains one of the fastest growing industries in the country. Group purchasing is used in many industries to purchase raw materials and supplies, but it is also a common practice in the grocery, healthcare, electronics, industrial manufacturing and agricultural industries. In recent years, group purchasing has also begun to take root in the nonprofit community. In the healthcare field, GPOs have most commonly been accessed by acute-care organizations, but non-profit Community Clinics and Health Centers throughout the U.S. have also been engaging in group purchasing.

Some of the companies holding the largest market share in the Healthcare related Group Purchasing Organizations industry include:

While the market health industry GPOs are well established, GPO participation in the emerging hemp industries is in its infancy. Certain refined and unrefined hemp products are presently offered by a small number of generalized healthcare and agricultural group purchasers; however, no GPO has emerged as a dominant market presence to meet the needs of the growing global hemp market.

Competitive Strategy

As a start-up provider of GPOs and related services, we plan on establishing our competitive position by leveraging industry relationships, utilizing superior market research and having operational flexibility and marketing strategies tailored to new and developing markets in the healthcare and hemp industries.

Marketing Strategy

We plan to market our services through a variety of channels including industry targeted print advertising campaigns, email, and telephone-focused direct marketing. We also intend to establish a network of sales offices in major industry centers. In July 2020, we established our first sales office in Florida. We will seek to develop alliances with key industry organizations in order to access the internet. Another element of distribution is our plan to work with established content and editing companies. This will provide access to their distribution channels and reduce our marketing costs. Our customer is defined as any organization or individual that has a need for content and editing services we provide.

Our marketing strategy is diverse and will include abroadest possible range of promotional communications:

1. Professional networking

Alliances with content writingindustry participants.  Attending major industry conferences and editing companies that have industry credibility, presence, and distribution is a key to our strategy.

Attending meetings and seminars thattradeshows will increase our visibility in the market.markets from which we intend to draw our membership base.

In order to attract customersmembers and promote products through our website. Wewebsite, we will also market through online advertisements.

For online and website advertisingmarketing we will use the following methods:

3. Presentations for existing and potential customers.

We will organize onsite presentations for prospective clients with sample demonstrations

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4. Free services for community and charity events

We will organize community and charity events in line with the Company’s business.

5. Traditional advertising

We will advertise through local and global classified ads and social networking.

Status of Any Publicly Announced New Product or Service.

We have not developed any new or unique products or services that have not already been announced.

Dependence on Limited Customers

We are not dependent upon any specific customers at this time.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts

We do not own, either legally or beneficially, any patent or trademark. We claim common law trademark rights to our corporate names, and copyright in our marketing and promotional materials.

Need for Government Approval of Principal Products or Services

None of the services we plan to offer require specific government approval. Local government rules may dictate the need for a business license.

Research and Development during Our Last Two Fiscal Years

We have not in the past two years conducted any research and development activities. We do not anticipate conducting such activities in the near future.

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Our Employees and Consultants

We havehad no employees.employees as of April 30, 2021 or as at the date of this Annual Report. Our officerssole officer and sole director furnish theirfurnishes his time to the development of our company at no cost. As at the date of this Annual Report we are actively recruiting employees. We do not foresee hiring anyanticipate that we will require approximately 15 to 20 employees in the near future.during fiscal 2022. We willmay also engage independent contractors as required to assist us in developing our business.

ITEM 1A. RISK FACTORS

Risks Related to our Business

We have a limited operating history with significant losses.

We have only begun to generate revenues this past fiscal year. Our net loss for the year ended April 30, 2021 was $624,454. We also anticipate sustaining a loss from operations for the fiscal year ended April 30, 2022. Our profitability will depend on our ability to successfully market and attract members for our GPOs and sell products and services to our GPO membership, and there can be no assurance that we will be able to do so. If we are unable to achieve profitability or to raise sufficient capital to carry out our business plan, we may not be able to continue operations.

We may not be able to secure additional financing to meet our future capital needs due to changes in general economic conditions.

Although we secured gross proceeds of $250,000 and $150,000 from the issuance of convertible debentures in June and September 2021, respectively, we anticipate needing significant capital to develop our sales force and effectively market our GPOs. We may use capital more rapidly than currently anticipated and incur higher operating expenses than currently expected, and we will require external financing to satisfy our operating and capital needs. We will need new or additional financing in the future to conduct our operations or expand our business. Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could adversely affect our ability to raise capital on favorable terms or at all. From time to time we have relied, and may also rely in the future, on access to financial markets as a source of liquidity to satisfy working capital requirements and for general corporate purposes. We may be unable to secure debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding.

Beginning in 2020, the global COVID-19 pandemic significantly increased the volatility of financial markets worldwide. Significant volatility or disruptions of the capital markets could eliminate our access to financing, and/or significantly increase its cost. Such volatility or disruptions in the capital markets may cause lenders to be unwilling to provide us with financing to fund our ongoing operations and growth.

If we do raise funds by issuing additional equity or securities, the ownership percentages of existing stockholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock or may be issued at a discount to the market price of our common stock which would result in dilution to our existing stockholders. If we raise additional funds by issuing debt, we may be subject to debt covenants, which could place limitations on our operations including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition, and results of operations.

Our prospects must be considered in light of the risks, expenses, delays and difficulties frequently encountered in establishing a new business in an evolving industry, including the following factors:

We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be successful and the value of your investment in us will decline.

Outbreaks of epidemic diseases, including COVID-19, could adversely impact our business operations.

Our business, operations and financial condition could be materially adversely affected by public health crises, including epidemics, pandemics and or other health crises, such as the outbreak of COVID-19. The current COVID-19 global health pandemic is significantly impacting the global economy, including retail, commodity and financial markets. The full extent and impact of the COVID-19 pandemic is unknown and, to date, has included volatility in financial markets, volatility in commodity prices (including precious metals), significant restrictions on travel, temporary business closures, quarantines, and a general reduction in economic and consumer activity, globally, all of which raise concern about a prolonged global recession. In addition, the COVID-19 outbreak may result in operating, supply chain and project development delays which may have material adverse effects on the operations of our current and planned supplier and customers. Such third party operations may be suspended for precautionary purposes, or due to the imposition of emergency measures or other government action to combat the spread of COVID-19. If the operation or development of one or more third party businesses upon which we rely is suspended, it may have a material adverse impact on our results of operations and financial condition, or on the trading price of our securities.

Additional pandemic-related risks to our business include without limitation, the risk of breach of material contracts, employee health, workforce productivity, limitations on travel, the availability of industry experts and personnel, unknown adverse global public health developments, and other factors beyond the Company’s control, any of which may have a material and adverse effect on our business, financial condition, results of operations, and securities.

As a “smaller reporting company,”at the date of this Annual Report, the duration of any business disruptions and related financial impact of the COVID-19 outbreak cannot be reasonably estimated. It is unknown whether and how we are notmay be affected if the COVID-19 outbreak persists for an extended period of time.

Competition within the GPO industry may prevent us from becoming profitable.

The GPO industry is competitive and fragmented and includes numerous small organizations capable of competing effectively in the markets we target, as well as numerous large companies that possess substantially greater financial and other resources than we do. Larger competitors’ greater resources could allow those competitors to compete more effectively than we can. Our competitors have developed mature businesses and have successfully built their names as GPOs in the industries in which we intend to complete, including healthcare, CDB, and hemp. These various competitors may be able to offer products or services more competitively priced and more widely available than our offerings, and also have greater resources to acquire members and suppliers than us. Failure to compete in the GPO industry may prevent us from becoming profitable, and thus you may lose your entire investment.

Risks Related to our Stockholders and Shares of Common Stock

The continued sale of our equity securities will dilute the ownership percentage of our existing stockholders and may decrease the market price for our common stock.

As of April 30, 2021, the Company had $12,407 in cash and cash equivalents, $5,252 of accounts receivable and $2,000 in prepaid expenses. We expect to continue our efforts to develop, market, and establish our GPO operations. However, we anticipate that we will be required to providesell additional equity securities which will result in dilution to our existing stockholders. Furthermore, our continued need to sell equity will result in reduced percentage ownership interests for all of our investors, which may decrease the information required by this Item.market price for our common stock.

We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment. In the future when we do intend to pay dividends, we will formalize a dividend policy.

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on brokers-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement from you prior to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

Financial Industry Regulatory Authority (FINRA) sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

Our shares will be subordinate to all of our debts and liabilities, which increases the risk that you could lose your entire investment.

Our shares are equity interests that will be subordinate to all of our current and future indebtedness with respect to claims on our assets. In any liquidation, all of our debts and liabilities must be paid before any payment is made to our shareholders. The amount of any debt financing we incur creates a substantial risk that in the event of our bankruptcy, liquidation or reorganization, we may have no assets remaining for distribution to our shareholders after payment of our debts.

The trading price of our Common Stock is likely to be volatile, which could result in substantial losses to investors.

The trading price of our common stock is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located outside of the United States. In addition to market and industry factors, the price and trading volume for our common stock may be highly volatile for factors specific to our own operations, including the following:

Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

The sale or availability for sale of substantial amounts of our common stock could adversely affect their market price.

Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. Shares held by our existing shareholders may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities. We currently have 18,941,316 shares of common stock outstanding, with approximately 29.04% of the shares being held by our sole officer and director. We cannot predict what effect, if any, market sales of securities held by our significant shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

Our principal business and corporate address is No. 9, Alley 27, Section 4, Renai3571 E. Sunset Road, Daan District, Tapei, Taiwan.Suite 300, Las Vegas, NV 89120. This office is providedcurrently leased for a term of 6 months at the cost of $4,500 per month, consisting of $2,500 payable in common shares of the Company (calculated based on a 10% discount to us byfair market value at the time of payment) and $2,000 payable in cash. We may extend our Presidentlease on a month-to-month basis following expiration of the initial term.

We also maintain a sales office at no cost.3375 Shoal Line Blvd., Hernando Beach, Florida 34607. This office is leased for a term of 12 months expiring on April 30, 2022, at the cost of $1,857.50 per month.

We do not, currently, have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We

On August 14, 2020, the Company was included in what it believes to be a non-material litigation filed in the Circuit Court of the Firth Judicial Circuit, Hernando County, Florida Case No. 20-CA-0652, MNP Industries, LLC (“Plaintiff”) vs Smeal et al. The complaint, which alleges the breach of certain non-compete agreements by multiple defendants, attempts to implicate the Company on the mistaken belief that the Company had acquired another defendant, Miracle Products, LLC. There is not, however, any common ownership or affiliate relationship among the Company and the co-defendants, and the Company is not party to any non-compete agreement with the plaintiff. The Plaintiff amended its complaint to allege breach of NDA and Trade Secret violations which the company believes to be groundless. The Company has instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted. On December 17, 2020, the court issued an order, denying the Plaintiff’s request, and so all of the defendants in the case are now free to work for a competitor of Plaintiff and can service current and former customers of Plaintiff, use the customer list, and can even solicit customers and or the customer list. This was a huge victory for GPOX. The Company has instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted and to file a counter lawsuit against the Plaintiff.

With the exception of the above-described complaint, which we believe to be non-material, we are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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PART II

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is a limited public market for our common shares. Our common shares arehave been listed for quotation on the Pink sheets of the OTC MarketsOTCQB under the trading symbol "GHHH."“ GPOX” since March 2021. Trading in stocks quoted on the Pink SheetsOTC Markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.

Pink Sheet OTC securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Pink Sheet securitiesSecurities transactions are conducted through a telephone and computer network connecting dealers in stocks. Pink SheetOTC Market issuers are traditionally smaller companies that are financially distressed, in bankruptcy, or do not meet the financial and other listing requirements of a regional or national stock exchange.

Holders

As of August 7, 2019, weSeptember 10, 2021we had 29100 shareholders of record of our common stock with 11,800,00018,941,316 shares of common stock outstanding.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Equity Compensation Plans

Our company has not adopted any equity compensation plansOn November 10, 2020, the board of directors and does not anticipate adopting any equity compensation plansmajority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”). The purpose of the 2020 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2020 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the near future. NotwithstandingCompany and to attract and retain the foregoing, becauseservices of talented individuals upon whose judgment and special efforts the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible intosuccessful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock with itsare reserved and may be issued under the 2020 Equity Incentive Plan. The 2020 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors and consultants, as payment for services or as discretionary bonuses.including incentive stock options, non-qualified stock options, restricted stock, and other benefits.

The following table provides information regarding our equity compensation plans as of April 30, 2020:

Equity Compensation Plan Information

Recent Sales of unregistered securities

None.

Issuer Purchases of Equity Securities

There were no repurchases of common stock for the year ended April 30, 2019.2021 or subsequently through the date of this report.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations - Years Ended April 30, 2019 and 2018

The following summary of our results of operations should be read in conjunction with our financial statements for the yearsyear ended April 30, 20192021 and 2018,2020, which are included herein.

We did not earn anyhad revenues of $826,731 for the year ended April 30, 2021 and no revenues from our operations during the year ended April 30, 2019 or 2018.2020.

Year Ended April 30, 20192021 Compared to Year Ended April 30, 20182020

		Year Ended
		April 30,
		2019				2018				Changes
Revenues		$	-			$	-			$	-
Operating Expenses			(40,812	)			(47,731	)			6,919
Loss From Operations			(40,812	)			(47,731	)			6,919
Net Loss		$	(40,812	)		$	(47,731	)		$	6,919

 

Our audited financial statements report a net loss of $40,812$624,454 for the year ended April 30, 20192021 compared to a net loss of $47,731$27,366 for the year ended April 30, 2018. Our losses have decreased by $6,919, primarily as a result of a decrease2020. The increase in legal fees and transfer agent fees.net loss during the year ended April 30, 2021 was due to an increase in the operating expenses.

During the year ended April 30, 2021, the Company recognized revenue of $826,731 and incurred cost of revenue of $731,251, generating gross profit of $95,480.

Our operating expenses for the year ended April 30, 2021 were $719,934 compared to $27,366 for the year ended April 30, 2019. The operating expenses consists of general and administrative expenses of $159,014, professional fees of $491,765, salaries and wages of $58,164 and management fee of $10,991. The operating expenses for the year ended April 30, 2020 consisted solely of professional fees. The increase in operating expenses during the year ended April 30, 2021 was due to the business activity of the Company during the year.

Liquidity and Financial Condition

Working Capital

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Cash Flows

Our total current assets as of April 30, 20192021 were $20,358$19,659 as compared to total current assets of $403$16,127 as of April 201830, 2020 due to thean increase in prepaid expenses.cash and cash equivalents and accounts receivable.

Our total current liabilities as of April 30, 20192021 were $83,745$91,268 as compared to total current liabilities of $22,978$5,221 as of April 30, 2018.2020. The increase was primarily due to the increase in amounts due to the director for increased advances made to the Company and an increase in accounts payable and accrued liabilities.liabilities and stock payable.

Our working capital deficit at April 30, 2021 was $71,609 as compared to working deficiency of $10,906 as of April 30, 2020. The increase in working capital deficiency was attributed to an increase in accounts payable and accrued liabilities and stock payable. 

Cash Flows

Operating Activities

Net cash used in operating activities was $51,050$269,554 for the year ended April 30, 20192021 compared with net cash used in operating activities of $45,750 in$29,391 during the same period in 2018.prior year.

During the year ended April 30, 2019,2021, the net cash used in operating activities was attributed to net loss of $40,812, increased$624,454 by an increasestock based compensation of $259,500, depreciation of $478, lease expenses to be settled by common stock of $18,000 and net changes in prepaid expenses of $19,955, reduced by an increase in accounts payableoperating assets and accrued liabilities of $9,717.$76,922.

During the year ended April 30, 2018,2020, the net cash used in operating activities was attributed to net loss of $47,731,$27,366, increased by an increasenet changes in prepaid expenses of $395, reduced by depreciation of $616operating assets and an increase in accounts payable and accrued liabilities of $1,760.$2,025.

Investing Activities

During the year ended April 30, 2019,2021, we used $5,719 for investing activities from the acquisition of equipment. During the year ended April 30, 2020, we did not use any funds in investing activities. During the year ended April 30, 2018, net cash used in investing activities was $5,100 from the purchase of property, plant and equipment, which was subsequently transferred to the previous sole officer and director during the year ended April 30, 2018.

Financing Activities

During the year ended April 30, 2019,2021, net cash from financing activities was $51,050 attributed$287,680 compared to proceeds from loans from our sole officer.$29,391 during April 30, 2020. During the year ended April 30, 2018, net cash from financing activities was $21,122 including2021, the Company received proceeds from loansissuance of preferred stock of $100, proceeds from our sole officerissuance of $21,218 offset by repaymentcommon stock of debt to our previous sole shareholder$80 and proceeds from issuance of $96.preferred stock and common stock units of $287,500. During the year ended April 30, 2020, the Company received proceeds from the former Director of the Company of $29,391.

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Cash Requirements

As of April 30, 2019,2021, we had no cash on hand.and cash equivalents of $12,407, accounts receivable of $5,252 and prepaid expenses of $2,000. During the years ended April 30, 20192021 and 2018,2020, we received advances from our former sole officer of $51,050$0 and $21,218,$29,391, respectively, and proceeds from equity issuances of $287,680 and $0, respectively. During the year ended April 30, 2021, the Company recognized revenue of $826,731, incurred cost of revenue of $731,251 and generated gross profit of $95,480. We did not generate any revenue from our business operations during the yearsyear ended April 30, 2019 and 2018.2020.

We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

Specifically, based on nominal operations we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $75,000$1,711,540 over the next 12 months to pay for our ongoingplanned expenses. TheseIn addition, our planned expenses, which will of courseincluding legal, accounting and audit fees, and general and administrative expenses, may be higher in the event we enter into any transactions include legal, accounting and audit fees as well as general and administrative expenses.significant transactions. These planned cash requirements are in excess of our current cash and working capital resources. Accordingly,Although our cash requirements may be offset in part by anticipated revenues, we will require additional financing in order to continue operations, execute our business plan, and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

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Contractual Obligations

As a “smaller reporting company,” If we are not successful in raising sufficient capital to execute our business plan, we will be required to provide tabular disclosure obligations.scale down or delay our plan of operation to accommodate our available resources.

Contractual Obligations

Not required for smaller reporting companies

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Recent Accounting PronouncementsRevenue Recognition

Management has considered all recent accounting pronouncements issuedDuring the year ended April 30, 2021, the Company generated its first revenue since its establishment. The Company recognizes revenue from the last auditsale of our financial statements. products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company's management believesCompany engages in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. The Company identifies underserved markets, segments and industries where there is little to no competition and develops specific GPOs around them. The Company develops industry specific GPO that these recent pronouncements do not currentlyleverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.

The main business segments are HealthGPO, a Group Purchasing Organization for the Healthcare industry, and cbdGPO, a Group Purchasing Organization for the Hemp industry. In addition, the Company offers professional services through GPOPRO Services.

HealthGPO works with companies that have well priced high-quality products and will notservices with advantageous terms. The Company’s primary offerings are volume supply acquisitions, access to quality personal protective equipment (PPE), essential necessities and medical equipment from non-traditional, yet fully accredited suppliers. Additionally, the Company identify “best of breed” products that have a material effect onunique value proposition and become distributors with some form of exclusivity and/or favorable terms. HealthGPO is developing a b2b healthcare portal to offer medical products to everyday business. Technology will continue to play an important role in exceeding our company's financial statements.stated goals.

HealthGPO also addresses the needs of individual consumers who want access to products at a good price that is typically only available to healthcare professionals. The Company intend on developing a b2c (business to consumer) portal to sell healthcare and wellness products directly to consumers.

In accordance with ASC 606, revenues are recognized when:

Convertible Financial Instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP.

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

Share-Based Compensation

Employees - The Company accounts for share-based compensation under the fair value method which requires all such compensation to employees to be calculated based on its fair value at the measurement date (generally the grant date) and recognized in the consolidated statement of operations over the requisite service period.

Nonemployees - During June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. The Company elected to adopt ASU 2018-07 early. Under the requirements of ASU 2018-07, the Company accounts for share-based compensation to non-employees under the fair value method which requires all such compensation to be calculated based on the fair value at the measurement date (generally the grant date), and recognized in the statement of operations over the requisite service period.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ShareholdersStockholders

Global House Holdings Ltd.GPO Plus, Inc.

Las Vegas, NV

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Global House Holdings Ltd.GPO Plus, Inc. (the “Company”)Company) as of April 30, 20192021 and 2018,2020, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”)financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 20192021 and 2018,2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern Considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, theThe Company has incurredsuffered recurring losses since inception, has accumulated a significantworking capital deficit, and has negative cash flows fromnot achieved profitable operations, and currently has no revenues. These factorswhich raise substantial doubt about its ability to continue as a going concern.  Management'sManagement’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern – Disclosure

The financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. As noted in “Going Concern Considerations” above, the Company has a history of recurring net losses, a significant accumulated deficit and currently has net working capital deficit. At April 30, 2021, the Company had an accumulated deficit of $743,270. The Company has contractual obligations such as commitments for repayments of accounts payable and other accrued liabilities (collectively “obligations”). Currently management’s forecasts and related assumptions illustrate their ability to meet the obligations through generation of revenues from operations, management of expenditures, and obtaining debt and/or equity financing for additional funding to meet its operating needs.

We identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter. Management made judgments to conclude that it is probable that the Company’s plans will be effectively implemented and will provide the necessary cash flows to fund the Company’s obligations as they become due. Specifically, the judgments with the highest degree of impact and subjectivity in determining it is probable that the Company’s plans will be effectively implemented include its ability to generate revenues and manage expenditures, its ability to access funding via debt financing from related and unrelated parties, and its ability to obtain funding via equity financing. Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included the following, among others: (i) evaluating the probability that the Company will be able to generate revenues and manage expenditures, (ii) evaluating the probability that the Company will be able to obtain debt financing, and (iii) evaluating the probability that the Company will be able to access funding from the capital market. 

/s/ Pinnacle Accountancy Group of Utah

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

We have served as the Company’s auditor since 2018.

Pinnacle Accountancy Group of Utah

Farmington, UTUtah

August 9, 2019September 13, 2021

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GLOBAL HOUSE HOLDINGS LTD.GPO PLUS, INC.

AUDITED BALANCE SHEETS

The accompanying notes are an integral part of these audited financial statements

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GLOBAL HOUSE HOLDINGS LTD.

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these audited financial statements.

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GPO PLUS, INC.

AUDITED STATEMENTS OF OPERATIONS

GLOBAL HOUSE HOLDINGS LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

The accompanying notes are an integral part of these audited financial statements.

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GPO PLUS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED APRIL 30, 2021 AND 2020

*Retroactively restated reverse stock split 12:1

GLOBAL HOUSE HOLDINGS LTD.

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these audited financial statements.

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GPO PLUS, INC.

AUDITED STATEMENTS OF CASH FLOWS